A Web of Lies
by Starpenmusic
Summary: Welcome to the world of Spider-man, where Peter Parker is dealing with the loss of loved ones, Gwen Stacy,a mysterious new Spider-woman, a hot  red head and all the responsibility of being a web slinging superhero. 'The Night Gwen Stacy Died' quotes.
1. Chapter 1

Tears fell down her cheeks, mingling with the rain. She was so beautiful, yet so depressed. "Gwen." I would try to reach out, explain his death, but she only pushed me away. Wet blonde hair clung to her cheeks as she grasped the corpse of her father, the man who had raised her. The once bright blue eyes now puffy and red, yet they were still beautiful.

All I wanted was to pull of the mask, to hold her tight and tell her everything would be alright. It wasn't alright though. The foundation of her family was dead, and it was my fault. Gwendolyn Stacy was a sensible person, but this made no sense. Spider-man was supposed to be a hero, not a killer. "I can explain." I whispered to her. She looked at me in horror. "Explain what? Explain how your childish fight with Dr. Octopus ended up with my father's death?" Her voice broke. I shook my head angrily. "I didn't kill him Miss Stacy; it was a piece of falling debris that Otto Octavious knocked loose." Gwen gave an unbelieving snort. "All you are is a man who dresses up in a freaking spider costume and swings around, causing more damage than you do well around here." I jerked back as if stung.

She didn't mean it. She _couldn't_ mean that. If only she knew who I was, it would all be different. _It's me, your boyfriend, Peter Parker!_ But she couldn't know. She couldn't know that her father's last words were _Take care of my daughter Peter._ He had known who I was, yet the fallen angel standing before me never would.I wanted to scream. Instead, all I could only hang my head politely. "I'm sorry ma'am. I didn't know that my constant saving of your life was damage." Gwen bit her lip. "I'm sorry Spider-man, but you must know how rough it is too loose someone you love." I did. The image of my Uncle Ben, lying on the concrete with a red flower of blood on his chest glowed in front of me. "I don't understand." Gwen sobbed.

I wrapped my arms around her and pulled her tight. Her short frame racked with sobs, with grief and sorrow I couldn't put into words. "It's no fair!" She yelled hoarsely. "He didn't deserve to die like that." I stroked her golden hair, my hands getting caught in her wet curls. She looked up at me, eyes shining with sadness. "Take me away." She whispered. "Please, just make it go away."

I nodded and extended a hand towards the sky, letting a thick strand of webbing shoot up and attach to the light pole above me. "Hold on." I murmured. I felt her grasp tighten as I jumped up into the air, easily swinging on webbing, letting the flashing red and blue lights fade away with the New York skyline.

Looking down, I saw her eyes squeezed shut and head bowed in a silent tribute to her fallen father. I slowly descended to the Earth and set Gwen down. She looked around. Thick trees and open air surrounded us. I doubt she even saw any of it. She collapsed to the ground in a sniveling mass. I, on the other hand, set right out to work. I carefully entwined webbing, sculpting and shaping a giant spider web above us.

Gwen was silent, eyes open and reflecting things I couldn't see. I carefully picked her up and laid her beside me in the web. "I've lost someone I love too." I whispered. "He was like my father, and in a heartbeat he was gone." She looked over at me. "Does it get better?" She rasped. I nodded, smiling inside my mask. "He once told me with great power come's great responsibility and its true. And yes, over time, I realized that it did get better." She smiled, letting tears drip onto her full red lips. "That's a relief, because I can't handle this." I grabbed her hand. "Thank you for all this." She gestured to the web and countryside with her free hand. "It's no problem Miss." I said formally.

Gwen sighed. "Please don't call me Miss, at least not here or now. I have a name, and it's Gwen." I smiled under my mask. "As you wish… Gwen." I felt Gwen relax next to me. She gently fingered a strand of webbing. "It's amazing really. I have no clue about how to feel right now. Half of me want to be at home, with everyone else I know but the other half never wants to return to New York. I'm not just Gwen Stacy anymore; I'm Gwen Stacy whose dad was crushed during a Doc Oct fight." I released her hand and began to sculpt a piece of webbing. "And I'm the guy who swings around and calls himself Spider-man. It's not about how people see us Gwen, it's truly about how _we_ view _ourselves._"

Gwen turned to face me. "Huh, you do have a brain under that brawn." She teased. "But seriously, how do I face it?" She asked in a more somber tone. "You turn to those you love." Gwen released my hand and rubbed her eyes. "I'm a mess. I don't want Peter seeing me like this." I paused, unsure of how to go on. "Who is this Peter?" I finally asked. Gwen looked up, surprised by my question. "Peter Parker is my boyfriend." I gave a small nod. "That's right, the guy who usually takes my pictures."

Gwen smiled, actually happy for a second before the pain washed over her once more. "He's a phenomenal photographer. He free lances for the Daily Bugle actually. We met at school; we're lab partners in Dr. Conner's lab class." She paused. "He's wonderful." I sighed. I loved Gwen too. "Then why aren't you with him?" I asked. "I don't know what to say. I feel like everything is slipping and I'm falling and I don't know if even Peter can catch me." I looked at her through the mesh netting of the masks eye slits. "Well, you just have to trust him." I said quietly. "You remind me so much of someone I know." Gwen murmured.

My pulse quickened under my costume. "You're so real, honest and true in a sense." She continued. "It's odd to think that a few hours ago, I was dead set on you being the cause of my father's death. I now know though, that you're not like J. Jonah Jameson leads you to believe, are you?" I shook my head. "Good." She whispered. "Or I wouldn't do this." Gwen slowly lifted the bottom of my mask up, revealing my lips and nose. She slowly pressed her lips against mine, hands holding tight to my neck. Gwen pressed harder, the taste of her tears salty.

I pulled away and broke the kiss. "Your acting this way because your grief stricken." I told her. "You have a boyfriend Gwen, Peter and this isn't right." She shook her head. "What is right _Spider-man?_" I pulled my mask over the rest of my face. "How about respecting your commitments for a start?" Your father, as Chief of Police, knew this better than anyone."

Without another word I grabbed her in my arms and swung back towards New York and the fears she had left behind.


	2. Chapter 2

I sat anxiously by the phone. After I had dropped Gwen off at her house, I had rushed straight home. If Gwen called, I would be there for as Peter Parker, not Spiderman. I could still feel her lips, cold and certain against mine. _You have no new messages._ The screen taunted me. With a sigh I closed my phone and tossed it to the door. The fact that my girlfriend, who I was madly in love with, had kissed another guy irritated me, even if the other guy was me. She was just upset and it hadn't meant anything, did it? I groaned and tousled my usually perfect hair. If Gwen wasn't coming to me, than I would go to her.

I threw on some converse and put my glasses on. I didn't actually need them anymore, but it would make no sense if Peter Parker stopped wearing his. He would never go for contacts. Plus, they were familiar and comfortable. They were a reminder of the awkward and nerdy kid that I had been before I was bitten by a radioactive spider. Within a few minutes, I got to Gwen's house.

After a moment's hesitation I knocked on the door. Gwen opened the door a crack, looking haggard and worn. "Peter." She let the word hang in the air between us. "Are you okay? I saw Spiderman take you away and I was, well, worried about you Gwen." She let the door fall open and stepped aside. "I'm fine Peter, really." I let myself into her apartment and dropped my coat on the chair. "Gwen, you just lost your father. You can't be fine."

She rubbed her eyes. "I don't understand Pete. I absolutely despise Spiderman for my father's death, yet when I talk to him, it's like I already know him." I looked at her. "You kissed him, didn't you Gwen." She looked up, surprised. "What do you mean?" I stepped closer to her. "You kissed Spiderman. I can just tell." Gwen sighed. "It's like you have a sixth sense sometimes. I'm sorry Peter. I love you, I truly do, but I was distraught and he didn't even kiss me back. He said to honor my commitments." I already knew all this, but it still made me angry.

"So, it's alright for you to kiss anyone when you're distraught?" She quickly shook her head. "Of course not, you're my boyfriend and my lab partner Peter; I would never want to hurt you." I knew I shouldn't have harassed her, not right after she lost her father, but I couldn't help it. "You didn't even call Gwen. I went out of my mind worrying about you, only to find out that you were off making out with Spiderman."

She wiped tears from her already damp eyes. "Why are you doing this now?" I groaned and balled my fists. "I don't know. I'm sorry, it's just I felt stupid when my girlfriend chose to be consoled by Spiderman." _Who is actually me. _Gwen shuddered_._ "I love you Peter Parker, and don't you ever forget it." A small smile played at my lips.

"I won't Gwen, I promise you that." I wrapped my arms around her petite waist. "Now, how are you really holding up?" I asked, concerned. Gwen shoulders shrugged as if holding the weight of the world. "Terrible. A little better since you came, but terrible none the less." I squeezed her tighter.

"When Uncle Ben died, I didn't know how I would get through it. Just the incredible guilt made me want to curl up in a ball and give up." Gwen knew that Uncle Ben had been waiting for me at the library when Flint Marko had murdered him. She didn't know that I hadn't actually been at the library though, and that I had been actually testing my Spiderman abilities instead. Maybe if I hadn't lied to Uncle Ben about my whereabouts he would still be alive.

"Gwen, I know it's rough but I will be here for you every single step of the way. I love you." She wrapped her arms around my neck and gave me a slight kiss. "That's good Peter Parker because I need a guy like you." I smiled. Gwen wiped some tears from her eyes. "What would I do without out?" I pulled her onto the couch. "I honestly don't know." She smirked as I carried her easily to the couch.

"Peter, my father just died." She said seriously as I sat down beside her. "I know." She gave me a sad smile. "I'm so confused Peter. Yes, my father is in a better place but is it selfish of me to want him back home?" I rubbed my eyes behind my glasses. "I don't know Gwen. If I could bring Uncle Ben back for Aunt May then I think I would selfishly, but it wouldn't really be fair would it? Would your father want it?" Gwen laid her head against my chest. "I don't know, but I wish he was here for me to ask him." I stroked her soft waves. "But he's not." She murmured. "He's gone, soon to be nothing more than a pile of ashes."

I nodded. "It was his line of duty. As a police, he was prepared to make that sacrifice. Had he not pushed that child away, a mother would be grieving for their baby boy right about now." Gwen looked out the floor length window of her high end apartment. "Instead, a girl is grieving for her father." I nodded. "And I know that. But see, this girl has a lot of people who really love her and want the best for her." Gwen nodded. "Well, should I do?" I smiled softly. "How do you feel Gwen?" She moaned.

"To be honest, I feel terrible Peter. One second I was standing there, watching the fight, seeing the falling rubble. Then some cop moved me to safety and in that second I could _see_ my father. He was right there, standing in the middle of the chaos. Then he dove out of eye sight. So, I broke police bonds and went and ran right into the mess. But, he was gone. I couldn't find him. Then they took me away again." Tears glittered in her eyes.

"I lost him Pete. I actually lost him." What did I say? How could I make her better? I couldn't. I couldn't make her better. Instead, I just held her until she finally fell into an uneasy sleep.


	3. Chapter 3

My night was plagued by nightmares. They pulled me down, trapping me in the dark expanse that was my mind. At first there was nothing, only an empty black space. Then Uncle Ben was there, blood dripping from his chest, lifeless eyes trained on me. "I trusted you Peter." He moaned. "You were like a son, yet you let the man who would later kill me run free."

I fell to my knees. "I'm sorry, I didn't know!" I screamed but Uncle Ben just gave a mirthless laugh. "You've lied to me before _son._" He spat. "You probably planned it!" I squeezed my eyes shut and rocked back and forth slowly. "No." I moaned. I slowly looked up. Uncle Ben was gone, a bloodied and bruised Captain Stacy stood in his place. "Peter." He rasped. "I trust you with my daughter's heart, and I end up dead because of an aspect of your personality? You're not good enough." He said venomously.

The words still played in my head when I jerked awake, sweating with the blankets around my ankles. I let myself flop back into the bed. No villain had killed me yet, but my won guilty conscious might. The police radio on my bedside table began to beep. Crime has started already? "We have a Mysterio sighting down on Times Square." A male voice hissed over the static. I, albeit grudgingly pulled my suit on and jumped from the window.

I arched my body and allowed myself to free fall before catching myself on a strand of webbing at the last second. If I had been in a better mood I would've yelled or let out a happy yahoo. But I wasn't in a good mood. If I had been going to deal with a street thug it would have been one thing, but instead I was dealing with Mysterio and all of his mind tricks and holograms. The closer I got to Times Square I began to notice anomalies. Like the fact that it was all on fire.

Flames licked my suit and the heat slowly made my skin boil. _It's not real._ I reminded myself. Scared citizens ran out, screaming like chickens with their heads cut off. There had to be something to ruin the illusion… I let my eyes wander around the scene and silently chanted to myself that it wasn't real. Finally my eyes rested on a fire hydrant. "That might work." I muttered to myself as I shot a piece of webbing around the hydrant. My muscles strained as I reared back, pulling the top of the hydrant off. Water exploded into the sky, dousing the fake fire and stopping the panicked civilians. Everyone looked around, realizing that there was truly no fire damage. "Don't worry ladies and gentleman! The fire you just experienced was a hallucination from the menace Mysterio. Please continue on your way!" I yelled.

The dazed citizens began to whisper to each other. Now it was time to deal with a bigger problem. _Where was Mysterio? _As I surveyed the crime scene I noticed one thing. The masked menace was gone. I took to the air again, flipping and swooping on my webs. Nothing really beat the feeling of web slinging through the New York skyline. I landed easily on a building wall. Mysterio was nowhere to be seen. With a groan I allowed myself to free fall towards the damp concrete. Right before I hit it I hit the ground my webbing kicked in and I shot up again.

The city was blank and empty, well as quiet and peaceful as New York could be. It was almost like everyone had picked up and gone to the Hamptons in the middle of March. I perched on a lamp post, taking everything in. Where was everyone? Then something caught my eye. A person was walking down the street, but every time she took a step her whole body shimmered. _Like a hologram_. Maybe Mysterio hadn't gotten away. My spider senses flashed and the image faded. In its place, a crowd of surprised citizens appeared, pointing at me and whispering. They must think I'm nuts just sitting up here. And in the middle of the crowd, pushing away was Mysterio. I flung myself off the post and into the crowd, hot in pursuit of Mysterio. The crowd parted for me to run through. I shot a ball of webbing at Mysterio's feet.

The green clad villain stumbled and collapsed into a pile. Moments later the police apprehended him and I could only watch proudly as he disappeared in a cop car. My work here was done. As I swung away I couldn't help but smile. My city was safe, and Gwen seemed to feel better. Images from my nightmare flashed in front of me and for a second I lost my concentration. I smacked onto the cement and waited for the stars to vanish. A few cars swerved around me. I could only imagine what J. Jonah Jameson was going to write about this. _Spiderman tries to start car accidents._ The headlines would read.

I groaned mentally at the thought of my editor. He really was a pain. A pain who would only accept pictures of Spider-man pictures from me. I picked myself off the concrete and headed out again back to the apartment. In moments I was home and dressed back in street clothes. I rubbed my sore back as I went to make a phone call. After a few rings Gwen picked up. "Hey, it's Peter." I tried to sound as chipper as possible. Gwen didn't sound too thrilled. "Hey." I struggled to remember what I was going to say. "Do you want to go and see a show tonight? I'll treat?" I heard Gwen sigh. "I wish I could. However, one of my friends from college is coming over tonight. Care to join us?" I mentally groaned.

Gwen Stacey happened to be very popular, unlike nerdy Peter Parker. Her friends looked down on me to say the least. "Sounds fun Gwen but..." I heard Gwen laugh on the other end of the line. "Good. See you at seven Pete bear."

Pete bear. She must really want me there. I just sighed and picked up my camera. If I had to hang out with one of girlfriends I could at least get some photography in first. Over the next few hours I completely immersed myself in my art, forgetting about dead fathers and alter-egos. Of course, the Daily Bugle wouldn't actually publish any of these pictures though. All Jameson wanted was a good shot at Spider-man. I considered my situation very ironic. Every time I gave the Bugle a photo of Spider-man, it was twisted into some sort of fraudulent Spiderman crime picture. I was persecuting myself.

Oh the life of a Superhero. I pulled myself out of my photography induced haze and checked my dented and scratched wrist watch. It was one of the only things I had from my Uncle Ben. Aunt May had almost taken it from me when I had revealed my hand in his death, how I had let his killer escape and how that had led to his carjacking and death, yet at the last second she had relented and let me keep it. It would have probably been better if she had taken it. I couldn't even look at the thing without guilt causing bile to rise in my throat.

I managed to make out the time beneath the ruined glass. _6:55._ Shoot. I glanced around. It would take at least fifteen minutes for Peter Parker to get to Gwen's. But for Spider-man it would be quicker. That was a different story. It's safe to say that I made it to Gwen's with a minute and thirty seconds to spare. Inside I heard Gwen and an unfamiliar female voice laughing hysterically over something. I steeled myself and gave a mental reminder that I was doing it only for Gwen. That's what boyfriends did after all.

I politely tapped on the door. The laughing paused for a moment and I heard Gwen say something in a muffled tone. Then a pair of heavy footsteps thudded to the door. Gwen stuck her head out. "Peter!" She squealed as she coated my skin was kisses. Besides her eyes which seemed to be stained red from crying, she looked as impeccable and beautiful as always. Even her signature black headband was perfectly placed on her pale locks. She stepped aside to let me. "Hey!" She yelled. "Come meet Peter?"

A pair of stilettos peeked around the corner, followed by a pair of long legs and a very beautiful owner. Gwen's friend stood before me, dressed in a tight black tank top and a cream skirt. There was something so familiar about her long crimson hair and smoky eyes, but I couldn't put my finger on it. Gwen smiled. "Peter, this is Mary Jane Watson. Mary Jane, this is Peter." Suddenly, everything clicked into place. Mary Jane's red lips curled into a smile. She practically purred.

"Tiger, you just hit the jackpot."


	4. Chapter 4

Gwen frowned at Mary Jane while I floundered for words. "Hey." She gently chastised. "He's my boyfriend, and I plan on keeping it like that for a very long time." She slipped a protective arm around my waist. I finally found my voice. "MJ, is that you?" I sputtered. Mary Jane sauntered over. "You're looking older Pete-y." She cooed. Gwen looked up at me in confusion, her lips a perfect oh. "You know each other?" She asked. Mary Jane smiled. "We sure do. Peter here was my neighbor growing up. I' not going to lie, we definitely had a thing in high school."

Gwen's cheeks burned bright. "Funny, Peter never told me." She removed her hand from my waist and placed it solidly on her own hip. "Where did you go?" I asked Mary Jane. "After graduation, it was like you up and disappeared off the planet." MJ sighed and ran a hand through her silky hair. "I definitely tried. I moved out of my white trash parent's house and went directly to L.A. to try to get movie parts."

I smiled, as it had always been her dream to act. "How'd that work out?" I asked her as I leaned against the table. She bit her lip, the abused girl from high school finally making an appearance. "The soap opera star producer said I needed to learn how to act. Can you believe it?" I chuckled. "It's a harsh world out there." Mary Jane nodded. "That's why it's called show business. But anyways, I moved back to New York to try and have a fresh start. You know maybe audition for Broadway." In a burst of happiness I jumped over and hugged her. "That's great MJ!"

I heard someone clear their throat and I awkwardly stepped away. Gwen raised a perfectly plucked eyebrow. "Well isn't this cozy." She snapped. I walked back over to her and slowly embraced her. "Gwen." I said in a parental tone. She gave a small smile and relented as I pressed my lips against her. Gwen gave a pleasant moan and broke the kiss. "I forgive you." She whispered through puffy lips. "You two are so adorable..." Mary Jane muttered. I had completely forgotten she was there. I turned to see her applying a coat of lip stick.

After a moment she seemed satisfied and snapped the makeup shut. "So, are we going to do something that I can participate in?" She asked with a hand cockily place on hip. Gwen gave a small smile. "Calm down girl." I pretended to moan. "So, how about we play a friendly board game? I know Gwen has an impressive collection. Gwen laughed. "You're a nerd." Mary Jane smiled. "Then I'm a nerd too. Somebody get out Monopoly."

As I went to get the games, I couldn't help but think about Gwen. Every time I looked in her eyes, something seemed off. Like she was only partially here and showing half of the picture. Perhaps my girlfriend wasn't as okay as she claimed.


	5. Chapter 5

"Peter." Ursula, the landlords daughter called my name from the hall. I groaned and set my camera down on the desk. "Yes Ursula?" I yelled back through the thin walls. I heard the stomping of her heels as she clomped over to my door. "Can I come in?" She asked. I paused for a second. "Sure." The door was jammed, but after a moment Ursula was able to pry it open. "Oh Peter." She exclaimed in her slight accent. "You got a phone call from a Miss Mary Jane Watson."

My heart thudded a little quicker. "Did I really?" Ursula nodded eagerly. "Yes; and when I asked if I could take a message she said that she wanted you to meet her at a spot in Central Park that you could know." My mind instantly jumped to the park bench where MJ and I had had our first, and last, date. "Thank you Ursula." Ursula gave me a small smile from behind her curtain of hair. "It was nothing." She muttered, cheeks beet red.

Ursula rushed from the room and I heard the door of her and father's apartment click shut. I pulled on my glasses and red windbreaker before practically skipping down the creaky stairs. No, I wasn't in love with Mary Jane because I loved Gwen, but the prospect of seeing her did thrill me. I hummed a song under my breath as I walked down the familiar bustling street towards the park. People shoved past me, but not even angry New Yorkers could burst my bubble.

I shortly arrived at the said park bench and waited for Mary Jane. The rustling leaves gently lulled me into a peaceful stupor, where I lived a charmed life with Gwen and no Spider-man. "You look…. content." A voice interrupted. I looked up in surprise. The sunlight flittered past MJ's figure, lighting her hair up like fire. She moved to sit down beside me. Her green eyes were heavily decorated, as was the rest of her face. "You don't need that much makeup." I told her.

MJ blushed like a stop light. "Peter. I spent my entire life having my father and Anna yell at me that I was an ugly piece of trash. I can't even look at a mirror without makeup." I smiled. "Well you should. You're gorgeous MJ. I mean once, in high school, Harry…." My voice faltered at the thought of my once best friend.

Harry Osborn had been rich, handsome and charming. Yet all through high school he had been my best friend. And man, we had been brothers. His father, Norman Osborn, was the head of Oscorp and like a father to me. At least he had until he had tried a super serum on himself and turned into the Green Goblin who had to fight me regularly. "

How is Harry O?" MJ asked quietly. I sighed and bit my lip. "Last time I checked, not well. After you dumped him and all the issues he had with his dad, he just lost it. All I know is that he's a hard core drug addict." Mary Jane looked close to tears. "Can you bring me to see him?" She asked.

The last thing I wanted was to go see Harry, but somehow I ended up nodding. "Okay." I resolved. Mary Jane squealed and wrapped her arms around my neck. While Gwen always smelled like a fancy rose perfume, Mary Jane smelt like a cheap vanilla. It was oddly refreshing. I racked my mind. "Harry still lives with his dad." I admitted as I led Mary Jane down a path. She nodded. "I figured he would."

I tried to find a way to prepare her. "MJ, he's not the Harry that he used to be." I said, trying to test the water. Mary Jane gave a short laugh. "Of course he isn't. We've all changed. I mean come on, nerdy Peter Parker dating Miss Gwen Stacy? Ridiculous." I felt offended for a brief moment. "Uh thanks MJ. That's not what I meant though. The drugs, they really have done a number on Harry."

Mary Jane twirled a piece of hair. "And I assume that it's my fault." I looked at her profile. "Well, only partially." She nodded. "Great." We stopped in front of the looming building. "Ready?" She asked. I nodded and Mary Jane led the way inside. The once grand building was still impressive, but it was definetntly lacking some of its former glory. The building concierge eyed us for a moment. "Is it really Mr. Parker and Miss Watson?" He sputtered. I smiled. "Hello Jerome. Can you let us up into the suite? We need to see Harry."

He grimaced. "I'm sorry, but Mr. Osborn Sr. has specific orders that no one is allowed to see Harry." MJ pouted. "Jerome. We're old friends. Please?" She stuck out her lip in a fake pout. Jerome's face faltered. "I do it only for you Miss Watson." He said as he buzzed the elevator. "And you didn't get the part in the soap?" I muttered to her as we walked into the elevator and the doors slid shut.

As the numbers clicked higher, I felt my blood pressure increase a tenfold. "Hey." Mary Jane squeezed my hand. "He used to be your best friend, remember?" I shook my head. _And I used to be a regular, non-spider enhanced guy._ I mentally snapped. The elevator hopped to a stop and the doors slid open. The Osborn's house was dim and stank of human waste. "Harry?" MJ called. There were scuffling sounds, but no answer.

We awkwardly felt out way through the darkness, trying to find Harry or at least a light switch. "Who's there?" A familiar voice growled. "Harry?" Mary Jane gasped. Suddenly, the lights flooded on and I blinked in surprise. I looked around the trashed living room, spotting Harry balled up on the floor a couple feet away. Mary Jane instantly rushed to his side and knelt down to hold his hand. "Oh Harry." She moaned.

Harry looked at her, brown eyes huge and defocused after repeated drug uses. His cheeks were now gaunt and his once smooth brown hair was dishelmed and oily. "Is that Mary Jane?" He whispered, voice ragged and chalked with pain. Hus once handsome features now looked blurry, torn and bleached. "You came back." Mary Jane nodded. "Of course Harry, I'm your friend." I saw Harry's knuckles whiten.

"Friends, why do we have to be just friends?" He hissed. Mary Jane shook her head. "I'm sorry Harry, but we are over." He squeezed his eyes and desperately shook his head. "No." He moaned. "Hey Harry." I said softly, coming to stand by MJ. Harry kept his eyes closed but cocked his head to the side. "Is that Peter Parker I hear?" I patted his back. "Sure is buddy." He opened his eyes. "Why did you stop coming by?" He asked. I ignored his questions. "Harry, what happened to you?" He narrowed his eyes and lips pursed.

"It was a red headed enchantress." He muttered. "She messed with my mind and hurt my father. She messed with him, just as she messed with me and probably you." He exclaimed. "Harry, there is no enchantress." I exclaimed in a voice that was most commonly used with teaching younger children. Harry's eyes were flat and reflective discs, rabid with anger. I knew he didn't remember his time as the Green Goblin and all the damage he had done, but some of the anger that had driven him to it was there.

Mary Jane was crying, tears dripping onto Harry's nose. "The sorceress can make it rain!" He hollered. Mary Jane stood up and ran to the door. I heard her sobbing as she went. "Good riddance!" Harry crowed. "Harry, please come back." I whispered.

Harry turned his oddly lifeless eyes on me. "Why Spider-man, where have I gone?" He whispered. I jerked away from him and stumbled backwards into the hallway, following Mary Jane's path. Harry's delusional laugh rang in my ears, bouncing into my head and shattering into a billion different pieces.


	6. Chapter 6

I couldn't understand why she was pulling away. "Gwen." I tried to reason with her. She strained to remove her arms from my arms, but I was definitely stronger. "Seriously Peter? Are you with Mary Jane now too?" I introduced you two so you could be friends, not so you could hook up." I rolled my eyes. "Your being over dramatic dear; hugging and hooking up are not at all the same thing." Gwen was livid. "But secret dates in the park are getting border line." I looked at her. "It wasn't a secret. MJ just wanted to see her old boyfriend, Harry Osborn."

Gwen snorted. "MJ; I love how you have a nickname for her." I frowned. "Gwen, I call you Gwen, not Gwendolyn. Do you expect people to call her Mary Jane?" Gwen stuck out her lip stubbornly. "I don't know. But I do know I don't like how you cuddle up to her and practically coo MJ!" She spat. Suddenly, the little pieces clicked together. "You're jealous Gwen." Her eyes widened in anger. "Jealous? You have some nerve Peter Parker!" I let go of her arms. "Just admit it and this fight will end. You're afraid MJ is going to take me."

Not even my spidey senses could have prepared me for what happened next. In a heartbeat Gwen reached out and delivered a firm slap to my cheek. I held the stinging skin, hoping the hand print she left wouldn't be too obvious. I stared at her in shock. Gwen smirked and seemed confident. "Feel better?" She asked. I looked at her incredulously. "I wasn't feeling bad before!"

She rolled her eyes. "You're impossible Peter Parker. My dad just died, and you give me crap like cheating?" I threw my hands up in the air. "I wasn't cheating!" Gwen snorted. "Fine then, I came to your apartment to talk to you, but I can see we are getting nowhere." With that Gwen snatched her purse up and stalked out of the room. "Come on Gwen!" I called to her. I heard her stomp down the stairs in response.

I dropped my hand into my head. Why was she doing this? Maybe because she was female and felt intimidated? But she didn't need too. Apparently she couldn't she understand how much I loved her. Ursula peeked her head in. "Did you and Miss Stacy have a, a, fight?" She whispered. I nodded. "It's okay Ursula." I assured her. "Her father's death was hard that's all." Ursula nodded as if I had just given her sacred information and scampered off. I dropped onto my bed dejectedly.

I slowly fingered my wrist, feeling the almost nonexistent slit where the webbing shot from my wrist. Gwen didn't even understand how hard it was to live a secret double life. I angrily shot webbing at the wall. It made a squishy thud as it hit the wall. I had never asked for this, but it had happened. And I needed to honor my responsibility. I went over to pick up the launched ball of webbing and tossed it in the trash. I flicked on the police scanner, but there was nothing. Today was truly an awful day.

_The man screamed in terror as he looked down, the bustling New York street blurry below him. "I'm sorry!" He yelled. From his position, he hung upside down tightly cocooned in a spider web. The only problem was that he was off the edge of the Empire State Tower. "What do you want?" He asked over the pounding wind. His spidery captor was silently, only a silhouette above him. Sure, the man had been burglarizing an old lady but that didn't give Spider-man any right to kidnap him and freaking hang him from a building. The wind was his only response. Blood pounded in his head, trying to push out of his skin. _

"_What the hell Spider-man?" He growled. The figure above him came closer. It walked to the edge of the ledge and without hesitation continued over it, feet sticking to the wall as if he was solid ground. As the figure came into the light the man gasped. This was no Spider-man. Unless Spider-man wore a tight fitting red and white suit that showed off a very womanly form. When she raised her arms, paper thin folds of webbings were stretched between her arms and body on both sides. A fragmented thought flew his mind, little wings. The man thought. Her mask covered her eyes and nose, but revealed full red lips puckered sourly. T_

_he wind tousled the long and flowing black hair that was as dark as the night around her. The mask covered her eyes, showing only a blank white screen. "Really now, Spider-man you say?" She hissed. The burglar shook his head in fear. "No, I didn't know!" She smiled, straight white teeth filed to a point. The air seemed static charged, as if she could enlighten every molecule in the poor man's body. _

_Suddenly, he didn't have any words to say. "Now, let's make this clear. I am not Spider-man, and I do not play by his rules. Understand?" The disoriented thief gave a drowsy nod. "I like to tie up loose ends." She whispered. Her hands began to glow green as if they had a high radiation. Balls of energy floated in between her hands. Perhaps if the light hadn't flickered over her face making her seem supernaturally enthralling the man would have been even more terrified. _

"_Are you going to kill me?" He asked in a trance. She smiled. "Of course not, though the fall might." Without another word the ball hurtled towards him, instantly severing his webbing bonds and sent him rushing towards the ground below._


	7. Chapter 7

I examined the body that lay spattered on the cement. Police bustled around the scene, taping up the scene with yellow tape and little note cards. "He died after falling from the Empire State Buildings roof." A police officer told me cautisouly. Who would want to trust Spider-man? Anyone who read the Daily Bugle definitely wouldn't. "I can see." I replied as I turned away from the now pancaked man. A police officer who had been examining the body gestured to the medical examiner and they carefully inspected the body, sending worried looks my way. The portly officer adjusted his pants with a grimace and waddled over to me. "I need to take you downtown sir." He said.

The world shifted. "Wait, what?" The officers pulled a pair of handcuffs of his belt. "You're arresting me?" I sputtered. The officer nodded, his hat wiggling dangerously on his round head. "Yes, just for now. The victim had a web like substance on his wrists and arms, a substance only you can make." I shook my head frantically. "I had nothing to do with this!" The officer shrugged and looked unsympathetic. "We can do this peacefully or not sir. It's your choice." I nodded, almost in denial and allowed the officer to cuff me. He led me to the car. "Don't read me my rights." I requested.

The officer just nodded and closed the door. As we set off towards the station I stared at the hands in front of me. Red material and black webbing like material covered them. Those hands had done a lot, but they hadn't ever touched that man. In fact, they had been at home trying to work up the courage needed to dial their girlfriend's number. The car screeched to a stop in front of the station. The officer hauled me into the station. Police officers sent us curious looks but said nothing.

The officer shoved me in an investigation room and left. "It wasn't me!" I called, but no one replied. "Come one guys!" Silence reflected back at me. I had seen enough cop shows to know that the mirror in front of me was one sided and on the other side I was being analyzed by cops and who knows who else. I rubbed my mouth under my mask. Time ticked by. Finally the door creaked open and an African American man swept in. His black trench coat swept the floor and his one eye glistened with potential. He looked at me for a second. "Are you staring at my eye patch?" He growled. I frowned under the mask. 

"No sir?" He nodded. "Good." He went and sat down at the table, removing pieces of paper from his folder and spreading papers everywhere. "Care to sit?" He raised an eyebrow. I'm a superhero, but this guy made me nervous. I obliged and sat down.

"Colonel Nick Fury." He announced without looking up. I drummed my fingers on the metal table. "Well here we are Spider-man." He gave me a disbelieving look. "Really now son, who else would you be, Iron Man in a Spidey costume?" I hesitated, unsure of how to continue. "I'm sorry." Fury sighed. "Don't be sorry. I'm here to talk to you about the murder of a street thug, Carson Daley." My fingers tightened to fists. "I had nothing to do with it!"

Fury cleared his throat. "I never said you did." I unclenched my hands. "Well I was just arrested for a crime I didn't commit." Fury finally looked up. "It was all under false tenses." He said with a wave of his hand. "I needed a way to get you down here." He looked casually at the glass mirror. "But what about the webbing found on the body?" I asked. "Oh that's very much real and the reason you here."

Fury picked a glossy piece of paper off the table and handed it to me. It almost looked like a mug shot. In it was a very beautiful woman. She had long hair that floated over her shoulders in an inky mass. Her green eyes were a brilliant emerald, but seemed shielded as if the world had tricked her too many times for her to trust anybody. Her red lips were pursed and her face showed obvious worry, but she was still exotic. "Who's this?" I set the picture down. Fury held up a stack of paper filled with tiny words in black ink. "This is Jessica Drew, 19 years old and incredibly dangerous." She looked tough, but someone I could handle.

"What's so dangerous about her?" Fury gave a rough laugh without any humor in it. "Dr. Jonathan and Miriam Drew were scientists conducting spiderlike investigations. Mrs. Drew was pregnant, and during an experiment a rouge beam came into contact with her stomach. When Jessica was born it was clear she was very different. Jessica was ten when her parents disappeared under mysterious circumstances. That's when HYDRA entered the picture." He paused to let it sink in. I knew about HYDRA. While S.H.E.I.L.D was a law enforcement agency, HYDRA was the opposite. It seemed they were always fighting with heroes and loud explosions.

"As head of S.H.E.I.L.D I have been monitoring Miss Drew very closely. HYDRA raised and trained her as an assassin, but one day two years ago she left. We tracked her as she searched London, her birthplace and San Francisco for her parent's killer but she went off the maps three months ago. We have just found her again." I picked up the picture. "She has spider like abilities. I'm guessing when she came back onto your radar it was here in New York?"

Fury nodded. "Correct. Miss Drew has been adjusting to the city and lying low, until last night when she finally made a move." He adjusted the blue tooth in his ear. "All day our best agents have been working to figure out what happened to Mr. Daley. It turns out he was mugging an old lady when Jessica Drew picked it up. From there we figured out the rest of the night from video cameras at the Empire State Building." Fury nodded to an old TV in the corner and it blared to life.

I watched the end of Carson Daley's life in silence. At the end Jessica turned her covered eyes to the camera. "There's another spider in town." She hissed. "And her name is Arachne. I'm going to fix this city- the right way." She raised her hand and a blob flew to the camera, cutting the feed short.

I leaned back. "Is she a villain?" Fury sighed. "That's where things get complicated. Drew is a trained assassin, and we've been trying to figure her out since she broke from HYDRA. Our expert analysis has said that Drew herself is not a bad person and her guilt over her crimes is clear. The thing is though crime is all she has known. So she's trying to do good in a misguided way." I gulped.

A person like Jessica was incredibly dangerous, even as a good guy. "How old is she?" Fury's eyes were filled with sadness. "Nineteen." I reeled from the news. "She's just a kid!" Even though I had been younger when I began my spider crusades, my path hadn't been as cluttered or hard as Jessica's had been. Fury pulled out another paper. "Miss Drew's abilities seem to be more advanced than yours, as you could see from the video."

He began to read from the paper. "Abilities include superhuman strength, reflexes, endurance and speed. Also, She can focus the bioelectric energy that her body generates into "venom blasts" sufficient to stun or kill normal humans, and she can also adhere to almost any surface by excreting an unknown adhesive substance from her palms and soles. Jessica rapidly forms an immunity to all poisons and drugs, and is totally immune to radiation. Her body also exudes a high concentration of pheromones which elicit pleasure in most humans while eliciting fear in others, though she uses a chemical "perfume" that can nullify this effect. She has also demonstrated superhuman senses as well as flight and being a talented hand to hand fighter." He paused to catch his breath.

"Is there anything she can't do?" Fury nodded. "Yes." I stretched my arms. "So what am I to do?" Fury put all the papers away. "We aren't sure yet. Miss Drew possesses one other power, and that's pheromone generations. Instantly all men who come to contact with her will fall for her while woman will hate her. We don't want you in contact with her until we can assure that you won't fall head over heels for her and forget your mission. But when we do solve the problems we want you to befriend Miss Drew, show her how everything works and eventually bring her in for a cleansing."

Something about the 'plan' seemed off. "Cleansing?" Fury nodded determinedly. "Yes, cleansing. We want to completely wipe Miss Drew of her HYDRA origins." I frowned. "I don't know if I agree with that." Fury shrugged. "We can cross that bridge when we come to it." I nodded. Fury stood up. "Thank you for your time Spiderman." He handed me a card. "Let's stay in touch. You're free to go." Without another word Fury swept from the room as mysteriously as he had come in. The door hung open in an invitation.

I crept into the hallway. No one tried to stop me. I exited the building and took a breath of fresh air from under the mask. It had been afternoon when I was taken downtown but now it was night. I shot a strand of webbing on a pole and swung off into the night, letting the moon guide me. I reflected on the Jessica Drew story. Was her nature even her fault?

Before I could ponder an answer a dark shape flew towards me. Before I could react I was flying through my air, a person on me. "Stop wiggling!" They demanded. The roar of the wind prevented me from deciphering if it was man or woman. We smacked onto concrete and I gasped with pain. The figure was lying firmly on top of me, preventing me from moving. I knew not to scream. Besides the fact it wasn't manly it would draw the attention of civilians, and then they would be in danger. A sickly sweet wafted into my nose, fuzzing my brain. The figure sat up, backlighted by the moon. The alley we were in was deserted.

"Hello Spider-man." Jessica hissed.


	8. Chapter 8

I gasped for fresh air; trying to inhale anything other than Jessica's pheromone charged smell. "Jessica!" I managed to choke out. The eye slits narrowed dangerously. "My name is now Arachne." She spat. I nodded. The pressure of her on my chest burned. "Okay, Arachne. What do you want with me?" She paused. The wind gently lifted her hair, blowing it front of her face. "I just want to talk to you little spider." Jessica whispered. I nodded. "You could have left a message. Isn't this a little much?"

She shrugged, suddenly seeming like a teenager. "What's much when you're a superhero?" She asked haughtily. All my chromosomes begged to give into her enticing smell but I tried as hard as I could not to let it get to me. "We can be allies?" I tossed out. She arched a brow. "Never get attached to people. They all leave anyways." I shook my head. "That's not true. I can show you that." Her grip loosed for a second before tightening. "I don't need you or your help! I just wanted to warn you. You need to back off."

I strained underneath her. "Back off from what, my city?" She pulled me up by my neck, rising to stand. "It's not your city anymore." I slowly raised an arm behind my back, preparing for a sneak attack. Before I could try anything Jessica's free arm shot out, grabbing my arm in her small hand. She backed my up, pressing me firmly against the brick wall. She held me in place with one hand, releasing my hand to shoot webbing, sticking me to the wall. She stepped back, admiring her work. I struggled silently, marveling at how strong she was.

She crept back towards me silently, like a cat stalking her prey. My body flared with an intense want. A small voice in my head protested. _Girlfriend! _It hollered. But I couldn't even remember her name. Jessica's fingers lingered at the bottom of my mask before ripping it off. I closed my eyes. "Handsome." She purred. I turned away. She softly traced her finger up my face, from chin to forehead following the ridge of my nose. "What's your name little spider?" She whispered. I bit my lip to prevent myself from calling out my entire life story. "Playing hard to get are we?" I could hear the pout in her voice.

I finally opened my eyes. She was so close to me I could feel her breath warm against mine. "Well see if I can loosen those lips." Without another word she pressed her voluptuous lips against mine. Every nerve in me awoke with an enlightened with a pleasant fire. The world spun, fading into black as it lowly began to drift away. In what felt like seconds my senses awoken again. Everything about me hummed, too tired to even open my eyes.

I felt a small hand grip mine and begin to tug. _Go away._ I wanted to grumble. _Leave me alone._ But the tugging only grew more persistent. I pulled my eyes opens. My eyelids felt as if they had been caked in tar and super glued together. Everything was gray; the moon disappeared behind the dawn clouds. Was it really morning already? In was still stuck to the wall, bones stiff after hours. A small boy stood below me, looking up at me with awestruck eyes. "You woke up!" He yelled in his high pitched voice. "I thought you were dead!" The wind ruffled his thick blonde hair. I struggled to think against the grogginess. I got out something real intelligent like _who are you?_ The boy smiled, revealing two missing front teeth. "Tommy." He said proudly. He pushed his round glasses up his nose. "I'm six." He announced; delivering the news like it was sacred.

"What are you doing in an alley Tommy?" I asked. He pointed a backpack he had abandoned. "I'm going to school. But I saw you all tied up and you're my FAVORITE hero so I stopped." He paused eagerly. I smiled. "But you lost your mask." My smile faded. Sure enough, I could no longer feel the tightness of my familiar mask. I groaned. Tommy turned and picked my mask up from the puddle where it had been discarded. "Don't worry I got it!" He announced. "Tommy, do you have any scissors?"

Tommy rushed over to his backpack and pulled out a pair of scissors. "I'm not supposed to have these, but I took them from my mom." I allowed him to carefully slit the webbing and fell to the ground in a heap. My bones groaned with protest as I wearily climbed to my feet. Tommy stuck his scissors in his pack and came back with a sharpie and spider-man lunch box. He held them up. "Will you sign these?" I wasn't an autograph kind of guy, but the kid had really helped me out.

I scribbled out a quick yet inspiring message and signed it. Tommy grinned as I pulled my mask on. I crouched down to his level. "Okay Tommy I am going to make you a deal." He nodded. "I won't tell your mom about the scissors if you don't tell anyone that you saw my face." He smiled. "I can do that." We shook hands. I stood up. "One more thing before I go." I shot a clump of webbing into my hands and formed it into a ball. "Thanks kid." I said as I tossed it into his hands. He stared at it reverently as I swung away.

The city slowly was waking below me; already throngs of people crowded the streets. New York really was the city that never slept. I climbed into my window, dropping onto the floor with a thud. It was still pretty early, the apartment dark. That's when my senses flashed. I wasn't alone. I heard tiptoeing feet and I impulsively grabbed a heavy vase next to me. Not only was someone in my house, but I was also still dressed like Spiderman.

As the figure lashed around the corner I flung out with the vase. I heard a sickly bang and the figure collapsed to the floor. I set the vase down. This wasn't good. Did I check my intruder or change? I decided to make sure the person I had brained was still alive, but not as Spiderman. I quickly ran into my room and threw on some clothes, shoving the costume under the bed. I came back into the dark kitchen where the body still lay on the floor. I crouched down and felt the pulse. Steady. I breathed a sigh of relief. At least I wasn't a murder. Then I noticed the smell of fancy perfume. Muggers didn't wear

Chanel. Oh no. I turned on the light, afraid to see who lay on the floor. After my eyes adjusted I saw a pair of black ballet flats attached to a body hidden by the table. I slowly peeked over to the table. I was such an idiot. A diamond necklace hung off of the girl's neck, GP it said, Gwen and Peter. I hurtled over the table and bundled Gwen up in my arms. I carried her to the couch. Blankets lay in a pile on one end, and a glass of water was on the sill. She must have come last night to talk about our fight and had probably just fallen asleep. She had probably freaked when I came in, thinking I was a burglar. Then I knocked her out cold.

I set her down on the couch and wrapped blankets firmly around her. Further inspection revealed a large and very nasty bruise/knot on her head. I got an ice pack and put it on her forehead. I had no idea how she would model with a black eye. I sat on the edge of the couch by her head, playing with her hair. She remained still. After twenty minutes she began to moan. Her eye lids fluttered before opening. Her eyes were unfocused.

"What happened?" She rasped. I moved around the couch so she could see me. "How do you feel?" She frowned. "I don't know why I feel so confused. Plus I have a splintering headache." I nodded. "You have a pretty nasty bump, probably a concussion." She rubbed her eyes. "Again, what happened?" I paused for a minute. "I came home, and it was dark. And you fell and hit your head." She nodded. "That would make sense."

I gave her a fake smile. She sat up, using a hand to hold the ice pack in place. "Where were you last night?" I held her free hand. "I was at Aunt May's." Gwen winced in pain. "I came by to talk to you." Her voice trailed away. I stood up and grabbed a coat. "I'm taking you to the doctors." Gwen stood up too and swooned, me catching her at the last second. "I'm fine." She muttered. "Well I want to make sure."

She didn't protest as I helped her down the street and into a cab. "I'm sorry about the Mary Jane thing." She said as we raced down the road. I smiled. "It's fine Gwen." She adjusted the ice pack. "No it isn't. I was a total witch. I should've trusted you Peter. I talked to Mary Jane and well, I feel bad." I cut her off by holding a hand to her lips. "I love you, but can we talk about this when you don't have a concussion?"

She nodded. "Just kiss me." I happily complied. Gwen pulled away and lovingly stroked my hair. "Peter." She whispered. "And I love you too."


	9. Chapter 9

The phone rang in the middle of the night, interrupting a dark and dreamless sleep. "Hello?" I somehow managed to groan. A female's cry was brought forth in response. I shot up. "Gwen, are you alright? Is your head hurting?" _Has Jessica Drew kidnapped you?_ I added in my head. The woman sniffled. "N-N-no it's actually Mary Jane." She whimpered. My heart returned to normal. "MJ, why are you crying? Also why are you calling me in the middle of the night?" She paused and caught her breath. "It's Harry, Peter. They found him in an alley; he's d-d-dead!" She wailed. Everything seemed to slow. I could picture Harry as he had been in high school, eyes mischievous and healthy. And then I saw him as he had been the other day, a man lost in his own desperation.

"What happened?" I finally choked out. "He overdosed." Mary Jane whispered. "His letter, his suicide letter said he needed to get away from the red headed sorceress, and this was the only way!" My blood ran cold. I saw Harry, lips pulled over teeth in insanity as he chortled about Mary Jane. "It's my fault too." I said flatly, guilt threatening to drown me. "I should have been a better friend." Mary Jane said sympathetic words, but I wasn't listening. Not now. I was at fault here; Harry had blamed all of his problems on Spider-man, who couldn't even save his best friend from dying.

I don't know when Mary Jane and I hung up the phone, but when Gwen came over at ten in the morning I was in the same position. "Peter!" She rushed to me, perfume trailing behind. Despite her black eye, she still shone with worry. "What happened?" She grabbed my icy hands in her small ones. "Harry." I rasped with a hoarse voice. She furrowed her light brow. "What about him? Is he okay?" I just shook my head. She sat down on my lap, staring deep into my eyes. Her own blue eyes twinkled with unknown depths.

"Peter Parker." She whispered as she ran her free hand through my tangled hair. "I don't know what's happening yet, but it's obvious you feel responsible so listen up. You're a good man and a good friend and whatever happened to Harry Osborn is not at all your fault. Hear me? It's not your fault." I blinked, breathing slowly. "It's not what happened in the past Gwen, it's what never happened. We never got to reconnect; I never got to see him put his life back together."

Gwen slowly opened and closed her mouth. "You mean…." I nodded dully. "Harry Osborn was found dead in an alley early this morning." She looked away in shock. "I dated him." She wondered. "I dated him and broke up with him." I nodded. "It was a part of life Gwen; your breakup didn't kill him." She frowned. "It sure as hell didn't help him find a reason to live though." Tears began to float down towards her throat, drifting down her pale cheeks in translucent waves. I pulled her tight, breathing her in. "Why do so many people die?" She asked; voice muffled from my chest. "It happens, everyone dies eventually Gwen. At one point everyone will leave us. But it is rough." I let my voice trail away.

"Don't ever let me go Peter." She asked eyes puffy. "Please, don't ever, ever let me go." I just held her tighter. "Not in a million years Gwen, you and I will be together forever, I swear."


	10. Chapter 10

_Norman Osborn had a tendency to be let down. His son had let him down and more importantly he had let himself down. He couldn't say anything about it though; the Green Goblin would surely kill him. It was an internal struggle he faced. Usually the Goblin won. But when he heard his son died it still hurt. It hurt like a knife stabbing him in the heart, because despite the let down his son was he was still and son and Norman had loved Harry. _

_So he sat facing a mirror, tears glittering on his cheeks. "Oh Harry, Harry, Harry." He moaned. The mirror shifted, his reflection morphing into that of the Green Goblin's. "Poor Harry?" The Goblin chuckled. "Harry was weak and in this world only the strong survive." Norman shook his head defiantly. "Harry was not weak, he was lost. So lost." The Goblin frowned. "Lost because you didn't guide him Normie, you led him astray. You and that Peter Parker." Norman stopped crying._

"_Parker?" He asked as rage boiled in him. Suddenly everything seemed better. "What happened to Harry wasn't my fault it was Parker! Parker abandoned him for his Spider-man life and, and it was all his fault!" Norman cooed with insanity. The Goblin chuckled. "Yes, yes. So we kill Peter Parker." Norman's head snapped up. _

"_No, no more death Goblin." He didn't want to admit it but Peter had once been like a son to him. "I can't hurt Peter." The Goblin smirked. "I don't want us to hurt Peter physically, I have a better idea. How about we hit him where it hurts the most?" A familiar glint of madness glowed in Norman's eyes. _

"_So what do you say?"_


	11. Chapter 11

There was something off in the world, as if nature was holding its breath. As I swung towards the Brooklyn Bridge I tried to suppress the odd feeling growing up inside of me. Gwen and I had had a date, but when I had called her cell she hadn't answered. It made me feel a bit less guilty about ditching her to go investigate a Green Goblin sighting. I dropped silently onto the bridge, the shadows masking me. The Green Goblin stood on his board in the sky, the moonlight framing his form. A body lay directly in front of me wrapped in a black blanket. I stepped forward slowly.

"Goblin!" I yelled. The Goblin let out a heckling laugh and dropped to the ground in front of me. "Hello there Spiderman, or should I say Peter Parker?" He called. I tried to stop the crawling feeling in my blood. "Goblin, who is under the blanket?" I asked through gritted teeth. I couldn't call him Norman; I knew Norman and Norman was not the monster in front of me. "Oh Spider-man, do you know how much pain you've caused me? My son, my one son…." His voice broke. "You took what mattered most from me, so I figured I would repay the favor." My face paled under the mask. "Who is under the blanket Goblin?" I yelled.

The Goblin grinned, green skin crinkling like plastic. "Why don't you take a peek?" He taunted. I stayed where I was, opting to shot a piece of webbing at the blanket, pulling it off. Rage boiled inside of me. "You've crossed the line!" I screamed. The Goblin threw his head back and gave a gut wrenching laugh. I ignored all of my instincts and ran to the form, hovering above it. "What have you done to her?" The Green Goblin seemed unfazed. "Who, Gwen? Beautiful, charming Gwen?" He teased before his face took on a darker tone. "Only what I wanted to do to you."

With a scream I leapt at the Goblin, viciously fighting him. We clashed like animals, taking every blow against each other that we could. Adrenaline fueled me on; I wouldn't rest until he was dead. The Goblin shot into the air, me trailing behind him. Exhaust from his Goblin Glider clogged my nose and brought tears to my eyes. Gwen laid below me, blond hair tangled and skin pale in the moonlight. She was beautiful though even if her eyes were closed and she was laying unnaturally still. With new found rage I shot after the Goblin, only for him to shoot down next to Gwen. "Don't touch her!" I roared. The Goblin didn't hesitate to kick her over the edge of the bridge before laughing. "Too late!" He laughed. I dropped at the edge of the bridge, panic rising in me.

"Gwen! No!" I yelled. Her olive trench coat fluttered around her, revealing her black tank top and purple skirt. I swear it had been the outfit I had met her in." I've got to catch her." I muttered to myself. "Stop her fall before she hits the water." _I've got to. I've got to._ I chanted to myself as I latched out some webbing. It wrapped around Gwen's foot and stopped her fall. I thought I heard a faint crack but it must have been my imagination. The Goblin hovered above, silent for once. I couldn't help but feel an intense rush of joy over my powers.

I pulled her up onto the ground and felt her pulse. It was still. A million emotions roared around me, threatening to smother me. I faintly heard the Goblin call out, "The fall might not even be what killed her." I could have sat and tried in vain to see if Gwen was okay but I knew it was futile. She was dead. The one person who meant the most to me gone.

I raised a fist to the sky, tears raining from my eyes. "I'm going to get you Goblin! I'm going to destroy you slowly and when your begging for me to end it I is going to remind you of one thing! You killed the woman I love and for that you're going to die!" As the Goblin flew off my voice died and gave way to sobs. I held Gwen tight, ignoring the cold feel of her skin. She couldn't be gone, not Gwen, not now. "God, why?" I screamed.

Tears slipped from underneath my mask, landing on her pale skin like bubbles. I pulled her tighter, kissing her from under the mask mercilessly. Time changed slowly but nothing would ease the pain. I gently unclasped the necklace from her neck and held it in my fist. Gwen's body was hard now, the life in it now gone.

Her eyes were closed, a face so serene she could be sleeping. She was like the Sleeping Beauty, only she would never wake up. I would never marry her; see our children run down the street. I stroked her hair, whispering things only she would be able to hear. "I love you Gwen, more than I have ever loved anyone." The police came as the sun rose. I was still crouched down holding Gwen tightly. Police ran over, yelling order but I couldn't hear them. All I could hear was the beating of my own heart. The silence of Gwen's heart.

As the police began to try to take Gwen away one thing came back to me. I remembered the look in her eyes as she asked me to never let her go. "As I gently released her body I allowed myself to land one last kiss to her cold lips.

"I'm sorry Gwen, I'm sorry I failed you."

She didn't answer.


	12. Chapter 12

Knocking on the door. I couldn't move, go get it. The news played in front of me. "Just months after the tragic death of Captain George Stacy, another passing has occurred. This time it was Stacy's daughter, Gwendolyn 'Gwen' Stacy." Gwen. Gwen. Gwen. Gwen. Gwen. The news woman continued. "Though nothing has been confirmed we believe Miss Stacy was apprehended by the Green Goblin last night and brought to the Brooklyn Bridge. However, traffic cams at the bridge showed Miss Stacy being flung off the structure with Spider-man racing to help her. Autopsies have yet to reveal if Miss Stacy was already dead or if the backlash of Spider-man's webbing killed her." With a howl I threw my remote at the static filled screen. The perky newswoman's image flashed then faded to black. I collapsed to the floor, a weak mass. "Gwen." Her name was forever on my lips, always there and present. For a second I could hear her voice. "I love you Peter." I tried in vain to cover my ears. "Go away!" But the voice didn't give up. "Please, don't ever, ever let me go." Was this insanity? Losing the one you love? Suddenly they were all there. Uncle Ben. Captain Stacy. Harry. Gwen. They reached out to me with pale arms. "I'm sorry." I cried with a hoarse voice. "I'm sorry, I'm sorry I'm sorry." I closed my eyes and curled up in a ball trying to ignore the moaning. "I'm sorry, I'm sorry, I'm sorry." They shook me, rattling me to the bone. "I'm sorry." The shaking stopped. "Why would you be sorry?" A voice finally replied. "You are all dead, dead. The dead can't speak." I felt cool hands on my forehead. "No Peter. Please, don't go away. Not now." That voice, so calm, reassuring. "Just sit up Peter, please." I gasped for air and sat up slowly. Mary Jane embraced me, held me tight. "Peter, she wouldn't want this. She loved you, loved you like nothing else. Be strong." I pulled away. Strong. What was strong? "I can't believe she's gone." I finally said. "Everyone around me is leaving but Gwen?" My voice broke in a way that would put a pubescent teen to shame. "Yes Gwen." Mary Jane said firmly. "The same Gwen who was human. Humans don't live forever Peter." I dropped my head into my hand. "She was young, too young." Mary Jane sighed. "Do you not think I haven't stopped crying since I heard? That the one friend that I actually wanted to be with is…. Ugh Peter. I miss her too. But she wouldn't want her memory like this." Rage boiled inside of me. "You don't know what she would have wanted; you didn't know her like I did!" She gave a cruel laugh. "Just because we weren't make out buddies doesn't mean I didn't know her. I knew she was having doubts, about you and Spider-man." She spat venomously. "Don't make me laugh Mary Jane. You wouldn't be sorry if your own mother died. What do you care about straights like me and Gwen?" Mary Jane reeled back as if I had physically slapped her. "Go on. Get out of here!" I yelled and she jumped to her feet. I lowered my voice. "I know how you hate sickbeds." She started to the door. "And I wouldn't want to ruin your fun." She paused, one arm on the door. She turned around and closed the door, coming over to embrace me once more. "Peter Parker." She whispered. I just let the sobs envelope me. I felt MJ's tears hit my face. "I know Peter, I miss her too. I miss her too." 


	13. Chapter 13

Tears kissed my cheeks like Gwen once had. For a moment I couldn't breathe, stuck in the past. How many months ago had Gwen and I stood in similar weather and mourned the death of her father? I wished I could relieve even sad moments like that. Mary Jane was solemn next to me, a red flash in a gray and gloomy day.

"We are here to mourn the death of a Miss Gwendolyn Stacy, known affectionately as Gwen to those who knew her." The reverend says completely monotone. "We now have a speech from her boyfriend of two years, Peter Parker." The reverend nodded in my direction.

I stood up stiffly and made my way to the front near the coffin. Gwen had always wanted a closed coffin funeral and that's exactly what she got. I cleared my throat and surveyed the puffy eyed crowd that was clothed in black.

"I think it's an understatement to say that Gwen was an important person and bright spot in the lives of all who knew her. She never failed to bring around a smile or lend a helping hand. Gwen was in essence the most incredible woman I had known and I am sure many of you who have to agree. I can't believe I'm standing here so soon with Gwen taken from us so early in her life. So as we learn to live life without Gwen let's not think about the things she didn't do but the things that she did do. Today we can mourn and while Gwen will always have a place in our hearts we should also try to live our lives with us much passion as Gwen would have wanted as every day might be our last."

With a nod I ended my speech. I walked slowly to the black coffin and pulled a single rose out of my pocket. My eyes watered at the sight of Gwen's favorite flower. I laid it gently on the coffin lid. "I, I love you Gwen. Forever and always." I slowly stepped away and melted back into the mass. I felt a light hand on my arm. "That was beautiful." Mary Jane whispered. I gave her a small smile. "Thank you. I love her so much MJ. There isn't a second that I don't miss her." She nodded. "I can't believe she's gone. I have to remind myself that she's gone." I turned to look at all the people dispersing as the coffin was lowered into the ground.

Its funny how life works. Just when you feel like you have solid footing things change, but I guess the way it goes. I know I will always love Gwen but just as I said I had a future to live too. As I glanced towards the sun peeking over the horizon I couldn't help but feel a ray of hope.

**END OF PART ONE**


	14. Chapter 14

I watched as the last of the funeral goers left. A woman with a blue head scarf and tinted glasses stood a bit away from the group. She was lean and toned like she had spent a long time working on being agile. She seemed young and familiar though I couldn't place my finger on it. A few guys were eying her low black tank top like it was a bar of gold but the women were glaring at her. I shook my head. Gwen's death must have made me jumpy. MJ had stuck by my side, watching the marble coffin being lowered into the ground.

"The funeral was beautiful." She said as the men began to put dirt over the coffin. I nodded. "She would have loved it." I replied honestly. I tuned to look at MJ. Her hair had been braided with wisps of red escaping from it. She wore a long dark coat that made her pale skin seem almost dead. She sighed. "It's all so surreal in a sense." I looked over to where the sun was painting a picture with brilliant reds and pinks over the sound. "I know. I expect myself to wake up at any minute… but I haven't yet."

The rest of the funeral goers were gone and only the familiar lady with the headscarf was left, leaning casually against a gravestone as if she had all the time in the world. "Do you know her MJ?" I gave a subtle nod towards the women. MJ glared. "Never seen her before, but something about her seems off." I nodded and watched her silently regard me from behind her dark glasses. "She's probably just a distraught friend of Gwen's." MJ nodded and rubbed her small hands together. "Should we get going to the reception?" I nodded and led MJ from the cemetery. My neck pricked with the heat of the women's eyes on my neck. "Is she sticking around or something?" MJ asked.

I tried to blink off the odd feeling. "I guess so. I'm going to go and check it out. Why don't you hail a cab and I'll meet you at the restraint?" I suggested and MJ nodded. She went to pick her away across the grass. "Excuse me?" I called to the women as I walked towards her. She raised a hand in a lackadaisical wave. "I'm sorry, but I don't think we're familiar. May I ask your name?" Her shoulders shook silently as if she was laughing to herself. "Actually little spider, I think we know each other quite well." She purred and removed her glasses. "What are you doing here?" I hissed.

She pulled off her headscarf and let her black hair cascade around her shoulders. "I came to visit you, Peter." She had a clipped British accent. "What's up with the accent?" She laughed. "I was born with it. I just try not to use it in costume; you know it might give me away." I groaned. "I don't have time for this nonsense. I'm at my girlfriend's funeral. What do you want Jessica?"

She smiled, revealing white teeth that were somewhat pointed. "You said you wanted to be allies. I said that people always leave though you strongly disagreed. Don't you think this is a prime example of how I am right?" She asked. I ran my hands through my hair. "Please, not now. I don't mix my daily life with my life as a vigilante. When I do, things like this happen." I gestured towards Gwen's tombstone. Jessica rolled her eyes. "Oh please. I have no line in my life. Everything that had ever happened to me was because of my life as a super." She crossed her arms.

"I'm sorry that you've had a rough time but if you want to talk we can do it later." She sighed in exasperation. "As soon as I saw your face I worked double time to figure out how you were Peter. This might not be an opportune time for you but it's a great one for me." I looked at her for a second. "Well huzzah Jessica. Have a happy day then. I have a funeral reception to catch." I turned to go but she laid a hand on my arm.

"Wait." She whispered. "I, I don't know what to do." I snorted. "You seemed to have everything figured out when you webbed me to that alley wall." Her eyes welled up. "I know and I'm sorry. I thought I had everything figured out, with that man I killed and with what I wanted to be. After I left you I began feeling guilty. You have a solid reputation and not once have you killed. I want to be a hero, I just don't know how."

The look on her face reminded me how young she really was. "You seem to be singing a new tune." I said suspiciously. "I know." Jessica looked down. "I left Hydra because I was done with being an assassin. I've already killed a man and I'm sure Shield is less than happy with me." I nodded. "I'll help you Jessica. I like to imagine there is good in everyone. However, if you abuse that trust it will be the worst mistake of your life. Understand?" She nodded.

"Good. Now I need to go to Gwen's reception. Meet me at the Empire State Building tonight." She nodded and I turned and walked away. "Peter?" She called. I turned. "Thank you." I nodded and gave her a quick smile.


End file.
